whistleblower policy - godrej & boyce · “employee” means every employee of the company...

Whistle blower Policy, Version 1.2, Updated on 2nd May, 2018

WHISTLE BLOWER POLICY

I. PREFACE

The Company has adopted the Code of Ethics & Business Conduct, which lays

down the principles and standards that should govern the actions of the Company

and its employees. Any actual or potential violation of the Code, howsoever

insignificant or perceived as such, would be a matter of serious concern for the

Company. The role of employees in pointing out such violations of the Code cannot

be undermined. Accordingly, this Whistle Blower Policy (“the Policy”) has been

formulated with a view to provide a mechanism for employees of the Company to

raise concerns on any violations of legal or regulatory requirements, incorrect or

misrepresentation of any financial statements and reports, etc.

II. OBJECTIVE

The Company is committed to adhere to the highest standards of ethical, moral and

legal conduct of business operations. To maintain these standards, the Company

encourages its employees who have concerns about suspected misconduct to come

forward and express these concerns without fear of punishment or unfair treatment.

This policy aims to provide an avenue for employees to raise concerns on any

violations of legal or regulatory requirements, incorrect or misrepresentation of any

financial statements and reports, etc.

III. POLICY

The Whistle Blower policy intends to cover serious concerns that could have grave

impact on the operations and performance of the business of the Company.

The policy neither releases employees from their duty of confidentiality in the course

of their work, nor is it a route for taking up a grievance about a personal situation.

IV. DEFINITIONS

• “Disciplinary Action” means any action that can be taken on the completion of

/during the investigation proceedings including but not limited to a warning,

imposition of fine, suspension from official duties or any such action as is deemed

to be fit considering the gravity of the matter.

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Whistle Blower Policy, Version 1.2, Updated on 2nd May, 2018

• “Employee” means every employee of the Company (whether working in India or

abroad)

• “Protected Disclosure” means a concern raised by a written communication

made in good faith that discloses or demonstrates information that may evidence

unethical or improper activity. Protected Disclosures should be factual and not

speculative in nature.

• “Subject” means a person or group of persons against or in relation to whom a

Protected Disclosure is made or evidence gathered during the course of an

investigation under this Policy.

• “Whistle blower” is someone who makes a Protected Disclosure under this

Policy.

• “Whistle Officer” or “Whistle Committee” or “Committee” means an officer or

Committee of persons who is/are nominated/ appointed to conduct detailed

investigation of the disclosure received from the whistle blower and recommend

disciplinary action. Currently, the Company Secretary is nominated as Whistle

Officer. The Committee, if appointed, should include Senior Level Officers of

Personnel & Admin, Internal Audit and a representative of the Company / Division/

Department where the alleged malpractice has occurred.

• “Company” means, “Godrej & Boyce Mfg. Co. Ltd.” including entities over which

the Company has management control.

• “Good Faith”: An employee shall be deemed to be communicating in ‘good faith’

if there is a reasonable basis for communication of unethical and improper

practices or any other alleged wrongful conduct. Good Faith shall be deemed

lacking when the employee does not have personal knowledge on a factual basis

for the communication or where the employee knew or reasonably should have

known that the communication about the unethical and improper practices or

alleged wrongful conduct is malicious, false or frivolous.

• “Policy or This Policy” means, “Whistle Blower Policy.”

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V. SCOPE

Various stakeholders of the Company are eligible to make Protected Disclosures

under the Policy. These stakeholders may fall into any of the following broad

categories:

• Employees of the Company

• Employees of other agencies deployed for the Company’s activities, whether working from any of the Company’s offices or any other location

• Contractors, vendors, suppliers or agencies (or any of their employees) providing any material or service to the Company

• Customers of the Company

• Any other person having an association with the Company

A person belonging to any of the above-mentioned categories can avail of the

channel provided by this Policy for raising an issue covered under this Policy.

The Policy covers malpractices and events which have taken place/ suspected

to take place involving:

1. Abuse of authority

2. Breach of contract

3. Negligence causing substantial and specific danger to public health and safety

4. Manipulation of company data/records

5. Financial irregularities, including fraud or suspected fraud or Deficiencies in Internal Control and check or deliberate error in preparations of Financial Statements or Misrepresentation of financial reports

6. Any unlawful act whether Criminal/ Civil

7. Pilferage of confidential/propriety information

8. Deliberate violation of law/regulation

9. Wastage / misappropriation of company funds/assets 10. Bribery or corruption

11. Sexual Harassment

12. Retaliation

13. Breach of IT Security and data privacy

14. Social Media Misuse

15. Breach of Company Policy or failure to implement or comply with any approved Company Policy

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The Policy should not be used in place of the Company grievance procedures

or be a route for raising malicious or unfounded allegations against

colleagues.

VI. GUIDING PRINCIPLES

To ensure that this Policy is adhered to, and to assure that the concern will be acted

upon seriously, the Company will:

1. Ensure that the Whistle blower and/or the person processing the Protected Disclosure is not victimized for doing so

2. Treat victimization as a serious matter, including initiating disciplinary action on person/(s) indulging in victimization

3. Ensure complete confidentiality

4. Not attempt to conceal evidence of the Protected Disclosure

5. Take disciplinary action, if any one destroys or conceals evidence of the Protected Disclosure made/to be made

6. Provide an opportunity of being heard to the persons involved especially to the Subject

VII. ANONYMOUS DISCLOSURES

Whistle blowers are encouraged to put their names to their disclosures. However,

individuals may raise concerns anonymously.

As compared to concerns raised where whistle blowers have chosen to identify

themselves, the Company will decide to take up an anonymously expressed concern

based on the following factors:

• The seriousness of the issue raised;

• The credibility of the concern; and

• The likelihood of confirming the allegation from attributable sources.

Whistle blowers are, therefore, strongly encouraged to share their identity when

making the disclosure.

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VIII. PROTECTION TO WHISTLE BLOWER

1. If one raises a concern under this Policy, he/she will not be at risk of suffering any

form of reprisal or retaliation. Retaliation includes discrimination, reprisal,

harassment or vengeance in any manner. Company’s employee will not be at the

risk of losing her/ his job or suffer loss in any other manner like transfer, demotion,

refusal of promotion, or the like including any direct or indirect use of authority to

obstruct the Whistle blower's right to continue to perform his/her duties/functions

including making further Protected Disclosure, as a result of reporting under this

Policy. The protection is available provided that:

a. The Whistle blower has chosen to identify themselves

b. The communication/ disclosure is made in good faith

c. The Whistle blower reasonably believes that information, and any allegations

contained in it, are substantially true; and

d. The Whistle blower is not acting for personal gain

Anyone who abuses the procedure (for example by maliciously raising a concern

knowing it to be untrue) will be subject to disciplinary action, as will anyone who

victimizes a colleague by raising a concern through this procedure. If considered

appropriate or necessary, suitable legal actions may also be taken against such

individuals.

However, no action will be taken against anyone who makes an allegation in good

faith, reasonably believing it to be true, even if the allegation is not subsequently

confirmed by the investigation.

2. The Company will not tolerate the harassment or victimization of anyone raising a

genuine concern. As a matter of general deterrence, the Company shall publicly

inform employees of the penalty imposed and disciplinary action taken against

any person for misconduct arising from retaliation. Any investigation into

allegations of potential misconduct will not influence or be influenced by any

disciplinary or redundancy procedures already taking place concerning an

employee reporting a matter under this policy.

Any other Employee/business associate assisting in the said investigation shall also

be protected to the same extent as the Whistle blower.

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IX. ACCOUNTABILITIES – WHISTLE BLOWERS

a) Bring to early attention of the Company any improper practice they become

aware of. Although they are not required to provide proof, they must have

sufficient cause for concern. Delay in reporting may lead to loss of evidence and

also financial loss for the Company.

b) Avoid anonymity when raising a concern.

c) Follow the procedures prescribed in this policy for making a Disclosure.

d) Co-operate with investigating authorities, maintaining full confidentiality.

e) The intent of the policy is to bring genuine and serious issues to the fore and it is

not intended for petty Disclosures. Employees are expected to avoid invoking

their rights under this Policy to settle personal scores or to give vent to their

malicious intentions. Malicious allegations by employees may attract disciplinary

action.

f) A whistle blower has the right to protection from retaliation. But this does not

extend to immunity for involvement in the matters that are the subject of the

allegations and investigation.

g) Maintain confidentiality of the subject matter of the Disclosure and the identity of

the persons involved in the alleged Malpractice. It may forewarn the Subject and

important evidence is likely to be destroyed.

h) In exceptional cases, where the whistle blower is not satisfied with the outcome

of the investigation carried out by the Whistle Officer or the Committee, he/she

can make a direct appeal to the CMD of the Company.

X. ACCOUNTABILITIES – WHISTLE OFFICER, HEAD – PERSONNEL &

ADMINISTRATION, POLICY PROCESS OWNER AND WHISTLE COMMITTEE

a) Conduct the enquiry in a fair, unbiased manner

b) Ensure complete fact-finding

c) Maintain strict confidentiality, especially of the whistle blower’s identity (if available)

d) Decide on the outcome of the investigation, whether an improper practice has been committed and if so by whom

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e) Recommend an appropriate course of action - suggested disciplinary action, including dismissal, and preventive measures

f) Record Committee deliberations and document the final report

XI. RIGHTS OF A SUBJECT

a) Subjects have the right to be heard and the Whistle Officer or the Committee

must give adequate time and opportunity for the subject to communicate his/her

say on the matter

b) Subjects have the right to be informed of the outcome of the investigation and

shall be so informed in writing by the Company after the completion of the

inquiry/ investigation process.

c) Subjects have no right to ask for or be given information about the identity of the

whistle blower, even if it is available.

XII. MANAGEMENT ACTION ON FALSE DISCLOSURES

An employee who knowingly makes false allegations of unethical & improper

practices or alleged wrongful conduct shall be subject to disciplinary action, up to

and including termination of employment, in accordance with Company rules,

policies and procedures. Further this policy may not be used as a defense by an

employee against whom an adverse personnel action has been taken independent

of any disclosure made by him and for legitimate reasons or cause under Company

rules and policies.

XIII. PROCEDURE FOR REPORTING & DEALING WITH DISCLOSURES

For more details, refer to the procedure for reporting & dealing with disclosures

given in Annexure A.

For more details, refer to the representation of the process flow given in Annexure

B

XIV. ACCESS TO REPORTS AND DOCUMENTS

All reports and records associated with ‘Disclosures’ are considered confidential

information and access will be restricted to the Whistle blower, the Whistle

Committee, Whistle Officer, Head – Personnel & Administration and Policy Process

Owner. ‘Disclosures’ and any resulting investigations, reports or resulting actions

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will generally not be disclosed to the public except as required by any legal

requirements or regulations or by any corporate policy in place at that time.

XV. RETENTION OF DOCUMENTS

All Protected Disclosures in writing or documented along with the results of

investigation relating thereto shall be retained by the Company for a minimum

period of 07 years.

XVI. REPORTS

A quarterly status report on the total number of complaints received during the

period, with summary of the findings of the Whistle Committee and the corrective

actions taken will be sent to the CMD of the Company.

XVII. COMPANY’S POWERS

The Company is entitled to amend, suspend or rescind this policy at any time. Whilst,

the Company has made best efforts to define detailed procedures for implementation

of this policy, there may be occasions when certain matters are not addressed or there

may be ambiguity in the procedures. Such difficulties or ambiguities will be resolved in

line with the broad intent of the policy. The Company may also establish further rules

and procedures, from time to time, to give effect to the intent of this policy and further

the objective of good corporate governance.

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Annexure A

PROCEDURE FOR REPORTING & DEALING WITH DISCLOSURES

1. How should a Disclosure be made and to whom?

A Disclosure should be made in writing. Letters can be submitted by hand-delivery,

courier or by post addressed to the Whistle Officer appointed by the Company.

Emails can be sent to the email id: [email protected]. Whilst, a disclosure

should normally be submitted to the Whistle Officer, it may also be submitted

directly to the Chairman of the Company’s Board of Directors (via email at the email

id: [email protected], when the Whistle blower feels it necessary under

the circumstances

Disclosures against any employee in Strategic Job Responsibility Band (or

equivalent) or the Business Unit Heads or the Executive Directors should be sent

directly to the CMD of the Company.

The Company Secretary is the Chief Compliance Officer as well as the Whistle Officer

for the Company.

As per the compliance process wherein the disclosure has been made, he / she will jointly examine the allegations with the Head – P&A and respective Process Owner for further investigation as mentioned below:

S.no. Compliance Process / Policy Process Owner

1 Affirmative Action Policy Head - P&A

2 Anti-Bribery and Anti-Corruption (ABAC) Policy General Counsel

3 Companies Act Company Secretary

4 Compliances reporting (for Board Priorities) Company Secretary

5 HIV / AIDS Policy Head - P&A

6 Human Rights Head - P&A

7 Policy on Prevention of Sexual Harassment at Workplace

Head - P&A

8 Safety and Workplace practices Head - P&A

9 Social Media Policy Head - P&A

10 Guidelines on the usage of Information Technology (IT) Assets

Chief Information Security Officer

11 Whistle blower Policy Company Secretary

12 Other Processes / Policies referred in Code of Ethics and Business Conduct

Refer Section IV under Code of Ethics and Business Conduct

mailto:[email protected]

mailto:[email protected]

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2. Is there any specific format for submitting the Disclosure?

While there is no specific format for submitting a Disclosure, the following

details MUST be mentioned:

(a) Name, address and contact details of the Whistle blower (including Salary

Code, if the Whistle blower is an employee).

(b) Brief description of the Malpractice, giving the names of those alleged to

have committed or about to commit a Malpractice. Specific details such as

time and place of occurrence are also important.

(c) In case of letters, the disclosure should be sealed in an envelope marked

“Whistle Blower” and addressed to the Whistle Officer OR CMD, depending on

position of the person against whom disclosure is made.

Employees wishing to make anonymous disclosures need not give details

regarding their identity.

3. What will happen after the Disclosure is submitted?

(a) The Whistle Officer shall acknowledge receipt of the Disclosure as soon as

practical (preferably within 07 days of receipt of a Disclosure), where the

Whistle blower has provided his/her contact details.

(b) The Whistle Officer, Policy Process Owner and Head- Personnel &

Administration jointly examine the allegations to determine whether the

allegations (assuming them to be true only for the purpose of this determination)

made in the Disclosure constitute a Malpractice. If the allegations do not

constitute a Malpractice, the Whistle Officer will record this finding with reasons

and communicate the same to the Whistle blower

(c) If the allegations constitute a Malpractice, the Whistle Officer will proceed to

investigate the Disclosure with the assistance of the Whistle Committee

comprising of Senior Level Officers of Personnel & Admin, Internal Audit and a

representative of the Company / Division / Department where the breach has

occurred, as he/she deems necessary or as per the process defined under the

relevant Policy. If the alleged Malpractice is required by law to be dealt with

under any other mechanism, the Whistle Officer shall refer the Disclosure to

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the appropriate authority under such mandated mechanism and seek a report

on the findings from such authority.

(d) Subjects will normally be informed of the allegations at the outset of a

formal investigation and have opportunities for providing their inputs during the

investigation.

(e) The investigation may involve study of documents and interviews with

various individuals. Any person required to provide documents, access to

systems and other information by the Whistle Officer or Whistle Committee for

the purpose of such investigation shall do so. Individuals with whom the

Whistle Officer or Whistle Committee requests an interview for the purposes of

such investigation shall make themselves available for such interview at

reasonable times and shall provide the necessary cooperation for such

purpose.

(f) If the Malpractice constitutes a criminal offence, the Whistle Officer will bring

it to the notice of the President & CMD and take appropriate action including

reporting the matter to the police.

(g) The CMD of the Company may, at his/her discretion, participate in the

investigations of any Disclosure.

(h) The Whistle Committee / appropriate Committee shall conduct such

investigations in a timely manner and shall submit a written report containing

the findings and recommendations to the Whistle Officer as soon as practically

possible and in any case, not later than 90 days from the date of receipt of the

Disclosure. The Whistle Officer may allow additional time for submission of the

report based on the circumstances of the case.

(i) Whilst it may be difficult for the Whistle Officer to keep the Whistle blower

regularly updated on the progress of the investigations, he/she will keep the

Whistle blower informed of the result of the investigations and its

recommendations subject to any obligations of confidentiality.

(j) The Whistle Officer, Policy Process Owner, Head- P&A and President of the

Company jointly take decision on the action to be taken on the

recommendations of the Whistle Committee and keep the Whistle blower

informed of the same. Though no timeframe is being specified for such action,

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the Company will endeavor to act as quickly as possible in cases of proved

Malpractice.

4. What should I do if I face any retaliatory action or threats of retaliatory

action as a result of making a Disclosure?

If you face any retaliatory action or threats of retaliatory action as a result of making

a Disclosure, please inform the Whistle Officer in writing immediately. He/She will

take cognizance of each and every such complaint/feedback received and

investigate the same accordingly and may also recommend appropriate steps to

protect you from exposure to such retaliatory action and ensure implementation of

such steps for your protection.

5. While Company accepts anonymous Disclosures under the policy, why does

it strongly encourage to reveal identity when making disclosures?

You can make an anonymous disclosure. However, if you identify yourself, the

Company is able to follow up with you and provide feedback. Your identity and

information will only be shared on a “need-to know” basis. In case, you reveal your

identity while making disclosure, the Company will be able to protect you from any

form of retaliation — whether direct or indirect.

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Whistle Officer, Policy Process Owner, Head - P&A and

President of the Company will jointly discuss on the findings and depending on concerns proved further action will be

taken.

Annexure B - PROCESS FLOW

Concern Proved

Concern Not Proved

To

CMD

If required, the disclosure may be sent to the CHAIRMAN AND

MANAGING DIRECTOR who will constitute an appropriate

Investigation Committee. The appointed Committee will conduct

a detailed investigation and submit its Report to the CMD,

preferably within 90 days of receipt of concern/disclosure. The

CMD will take decision on the action to be taken, in case the

concern is proved.

To Whistle

Officer

Whistle Officer

acknowledges receipt of

the Disclosure within 7

days of receipt

Whistle blower may appeal to the CMD, if not satisfied with the outcome of the investigation.

CMD may act on the

appeal (Review/ order

a fresh investigation

team which may send

him the report directly)

If allegations constitute a Malpractice then Whistle Officer, Policy Process

Owner and Head- P&A appoint a COMMITTEE as per the process defined

under the relevant Policy

The appropriate Committee conducts a detailed investigation with the Subject and other individuals as per the process defined under the relevant Policy

Process ends

If allegations do not constitute a

Malpractice, the concern will be dismissed and

communication will be sent to the Whistle

blower

Whistle Officer, Policy Process Owner and Head- P&A

jointly examine the allegations

The appropriate Committee submits its Report to the Whistle Officer, preferably within 90 days of receipt of concern/disclosure

Whistle blower raises a concern/disclosure to the

Whistle Officer/ CMD

Disciplinary Action is

taken against the Subject including

preventive measures

Subject is exonerated

Communication of decision to Whistle blower

Process ends

Process ends

whistleblower policy - godrej & boyce · “employee” means every employee of the company...

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